Taking the Leap
by starlettels
Summary: What happens at 4 o'clock, after that office snog? This is an old story I took down a few months ago. I'm posting it again after special request from a friend. :)
1. Chapter 1

Caroline and Kate stood in the doorway of Kate's home in an uncontrollable bout of the giggles. Kate held her stomach tightly as the strong belly laughs shook her slim shoulders. Caroline stood next to her, doubled over, hand to her mouth, tears running down her cheeks.

Although the topic of Celia's knicker size was indeed a humorous discussion to have with one's step sister, it hardly warranted the melodramatic spectacle the two women were currently caught in. They each knew, however, that their irrepressible laughter came more from their own nervousness about the possibilities that lie ahead, rather than the actual conversation with Gillian.

The ache in their bellies finally made the laughter subside and Kate took in a few sighing breaths in an effort to calm herself down. Caroline stood next to her doing the same, using her scarf to wipe the tears from her face.

Kate watched Caroline in silence, her stomach fluttering at the excitement she felt, Caroline too busy wiping her face to notice Kate's awe-struck stare. In fact, Kate's stomach had been fluttering all day, since Caroline had pounced on her so feverishly in her office earlier that afternoon.

Kate had almost resigned herself to the fact that her relationship with Caroline would never become anything more than a friendship; if that were even to stay intact as it were. Caroline had ended it, before anything had really begun, aside from a few glorious kisses, and Kate knew her well enough to know that Dr. Caroline Elliott rarely changed her mind.

That action had hurt Kate more than she dared to admit. But then Caroline changed it all in an instant this afternoon, with the most passionate kiss Kate had ever experienced, and now here she was, in all her magnificence, standing in Kate's door, knowing full well the implications of that decision.

Caroline wiped the last tear from her cheek, raising her gaze to meet Kate's. She smiled shyly as she registered the intensity in the beautiful brown eyes before her.

"Hi you," Kate said, barely above a whisper, as she leaned closer to Caroline, closing the gap in between them.

"Hi," Caroline whispered in return, stepping in to Kate's advance. Kate leaned in for a slow gentle kiss, taking Caroline's scarf, pulling her closer still.

Caroline's hands instinctively move to rest on Kate's hips, as the intensity of their kiss develops. Their tongues touch gingerly at first, a slight trepidation impairing each woman, but transform into a sensual dance between them as their arousal quickly grows.

Never breaking their now passionate kiss, Kate unhurriedly pulls the scarf from Caroline's neck, dropping it absent-mindedly to the floor. She then slips her hands into the front of Caroline's coat, pushing it deliberately off her shoulders, Caroline dropping her arms to let it fall. Caroline's hands return eagerly to Kate's body, pulling her hips closer to her own. Kate raises a hand to cup Caroline's breast, igniting the throb between her legs. Caroline finally breaks away breathless, looking bashfully into Kate's eyes.

"Kate…it's been a long while for me. Umm, do you think maybe we could…talk…a bit first?" She speaks so timidly it melts Kate's heart, a tender smile breaking across her full lips, exposing the sexy gap in her teeth. Caroline feels the jolt of electricity that runs through her, the sight of Kate's brilliant smile always driving her wild.

"Sure," she smiles warmly, taking Caroline's hand, guiding her to the couch for a seat. Caroline sits on one end and Kate takes the other, sensing Caroline's need for a bit of space. Kate tucks her legs underneath her, patiently waiting for Caroline to speak.

"I umm, I said it's been a while, and it has. Almost 25 years to be exact." She looks to Kate, her blue eyes conveying her nervousness.

"What do you mean Caroline?" Kate replies, a confused furrow in her brow.

"Well, umm, I never told you this before, because I was too afraid, but I was with a woman once, when I was at university." Caroline drops her eyes and begins fidgeting with the hem of her dress.

"By 'with', do you mean sex?" Kate's mind reels at the thought. She had always felt such a strong passion when she had kissed Caroline and was certain that Caroline had felt it too, but she had never known for sure. Caroline had certainly never said so, nor had she so much as hinted about any past experience with a woman. Kate had always assumed her hesitation came from the fact that these feelings were entirely new for her.

"Yes. It only happened once, and I ended it soon after." The expression on Caroline's face falls, exposing the sadness underneath.

"Why?" Kate inquires, now captivated by this discovery.

"In short, I was a coward." Caroline lifts her head, now meeting Kate's eyes, shame written over her face. Kate frowns slightly, but remains quiet, not exactly sure what to say. Caroline takes a deep breath, releasing it slowly, turning to face Kate.

"Her name was Sarah. I loved her, and she loved me. We had dated for 6 months before we finally slept together. It was the first time for both of us and it was…beautiful. I knew I loved her, but I wasn't entirely sure that I was…a lesbian, until then. It was so wonderful and just so natural and perfect." She smiles as the fond memories, ones she hasn't allowed herself to think of in years, come flooding back into her mind. The release she feels in finally speaking those words, sharing them with someone who understands, someone she cares for very deeply, gives her the courage to continue.

"We decided we would tell our parents because we wanted to be together, and we wanted our parents to see how happy we were. We made plans to tell them when we went home for Christmas break, with the intent of taking turns to visit each other's home on the next two breaks we had." Her confidence grows with each word she speaks, and the patient and understanding look in Kate's eyes.

"So, I went home that Christmas absolutely over the moon, I couldn't wait to tell my mum. I knew my dad would probably be a bit upset, but I wasn't as close to him anyway, so I didn't really care." She pauses for a moment, as the happy memories morph into sadness.

"When I told my mum she was livid, and that's an understatement. She kept repeating I didn't know what I was saying and that I was just confused and bewitched by this girl. I had never expected such a horrific and violent reaction from her. I was devastated and she eventually convinced me she was right. I couldn't bear the thought of being such a disappointment, so I decided then and there I would end it with Sarah and I would put all those feelings into a box and never open it again." She sighs heavily before continuing, returning her gaze to the hem of her dress, the weight of the words now beginning to wear on her.

"So, I did what was expected of me. I met John, and I liked him enough, well, I even loved him at one time. I had two wonderful children, became a success in my profession…checked all the boxes off my mum's list for a happy, fulfilled life. Then, 7 months ago it all fell apart." She lifts a hand to quickly wipe a tear as it falls from her eye. She's not used to sharing so much of herself, having worked so many years to create the hard exterior that is Dr. Caroline Elliott, but Kate is special and she wants her to know it.

"Caroline, I am so sorry you had to deal with that." Her voice so tender and soft as she slides across the couch, taking Caroline's hand, using the other to wipe another tear from Caroline's cheek.

"Then there you were, right when I needed someone. You were so kind, so patient, so understanding. You were the first person who recognized my need for companionship, and who was not afraid to offer it. Most people think I'm tough, unfeeling, I've built up that image for years as a defense, but you saw through that, you saw me. Your tenderness has been such a welcome gesture, and I have grown to…cherish you. I do have strong feelings for you Kate, more than just gratitude and friendship. I was scared a few weeks ago, of my feelings for you, and that's why I stopped the advances. After what happened with mum and Alan last night though, I've turned a corner and I realize I want, need, to finally live my life as my full, authentic self. I really would like to try with you Kate, to see where this goes. You make me happy and I hope I can make you happy too." Caroline raises her head, again making eye contact with the tender brown eyes, gazing lovingly into her beautiful baby blues. The intense gaze they hold says everything they need to say, that electric spark flying between them yet again.

Kate's heart swells to bursting with joy. Everything she has longed for Caroline to say to her has just come pouring out of those wonderful lips that have held her heart captive for so long.

"Caroline, you make me more than happy. I have very strong feelings for you as well. To be honest, I think I'm falling in love with you." Kate feels her heart pick up pace as her words hit her ears. She hadn't really planned on telling Caroline that, at least not so early in the game, and the semi-shocked look on Caroline's face certainly isn't helping her nerves.

 _Shit McKenzie, that's too soon. When will you learn to keep your bloody mouth shut?_

Caroline sits quietly for a moment, letting Kate's words sink in. She knew Kate had strong feelings, but she had clearly underestimated their magnitude. The warm calm that washes over her and the buzz in her chest tell her it's what she had secretly wanted to hear. A shy smile begins to move across her lips, her blue eyes giving away her secret. Kate beams a beautiful smile in return, warming Caroline's heart even more.

Kate leans forward and kisses Caroline with such tenderness and passion it takes her breath away. She pulls away for a moment, looking sensuously into Caroline's eyes, questioning without saying a word. Caroline reaches up, taking Kate's face into her hands, pulling her in to a deep, sexy kiss.

They continue kissing, tongues dueling for ownership of each other's lips. Kate leans forward, gently pushing Caroline back against the cushions, until she's lying down beneath her. Caroline grabs Kate's hips, pulling her down hungrily, closer to her body. As their hips collide, an electric jolt of arousal shoots straight between each woman's legs.

Caroline moves her hands up Kate's hips, pulling her shirt up, slipping under to make contact with the smooth skin beneath. Kate shudders with delight at the touch, a soft sigh escaping her lips. She quickly moves her hand to Caroline's breast, caressing gently, coaxing soft moans from Caroline.

Caroline's left hand moves around Kate's side, pushing her bra up over her full perfect breast, exposing the erect nipple beneath. Kate gasps between kisses at the soft pinches Caroline places and slowly tracks her right hand down Caroline's side, fingers feeling for the hem of her dress.

She slips her hand underneath, running it languidly up the inside of Caroline's thigh, creating goosebumps along its path. A deep moan escapes Caroline's lips, as the hand inches every closer to her sex. Kate runs the hand all the way up Caroline's leg, to her stomach, then across the top hem of her panties slowly, causing a pool of wetness to form between Caroline's legs.

As she dips her hand inside Caroline's underwear, Caroline gasps and bites Kate's lip. Kate's fingers slip into the wetness waiting for her, Caroline bucking her hips involuntarily, pinching Kate's nipple hard. Kate groans at the contact, in a mixture of arousal and pain.

Caroline releases her grip on Kate's nipple, pulling her hand out and moving to grab Kate's head, deepening their kiss, in hungry desire. Kate moves slowly, stroking Caroline's clit, relishing the feel of Caroline's body beneath her. Caroline's exquisite moans of pleasure and soft gyrations toward her hand make Kate instantly wet.

She continues stroking Caroline firmly, rotating between circles and straight lines. As she feels Caroline begin to grow rigid beneath her, she quickens her pace, bringing Caroline to a shuddering quiet orgasm. Caroline, absorbed in the pleasure, has stopped kissing her, her eyes closed in ecstasy.

Kate slows her hand, eventually coming to a stop, but resting it still between Caroline's legs. She kisses Caroline softly, moving from her lips to her cheeks, watching her, in rapture of her beauty. Caroline finally opens her eyes and is met with Kate's tender gaze.

"Hi, welcome back," Kate says, with a soft smile.

"Mmm, you are very pretty, you know." Caroline smiles, lifting her head for a sweet kiss.

"And you are magnificent. Would you like to continue this upstairs?"

"Oh, I think we must," Caroline teases with a seductive smile.

Kate plants another tender kiss on Caroline's lips then gets up, pulling her bra back into place while Caroline sits up and adjusts her dress. Kate extends her hand and Caroline takes it readily, following her upstairs into the bedroom.


	2. Chapter 2

Kate guides Caroline up the stairs and down the dimly lit hall to her bedroom. The butterflies in her stomach have only become stronger as her anticipation grows with each step. She's longed for this moment for years, expecting it _might actually_ happen for weeks now. She found everything about Caroline so incredibly sexy, almost unbearably so some days; this was definitely one of those days and she didn't want to mess anything up by moving too fast and making Caroline uncomfortable. Taking in deep breaths as they walked, she worked to gain control over her desire.

Caroline followed Kate in silence, unconsciously tightening her grip on Kate's hand. Her stomach was in knots, in a perfect balance of arousal and nerves. She had never expected to be with a woman again, and had certainly never allowed herself the luxury of day dreaming about it…for too long. What Kate had just done to her was almost more than her mind and body could process, but her desire for more, for Kate, pushed her on.

Kate approached the door and opened it, allowing Caroline to enter the room before her. Caroline stood just inside, taking in the details of the room. She had never been this far into Kate's house and she was pleasantly surprised at Kate's keen sense of design.

The room was done up in eggplant and gray, a color combination Caroline found both interesting and sensual. There was a large double bed with a dark wooden bed frame, a matching night stand with lamp on either side. A small bookshelf sat in the right-hand corner with a deep purple chair with gray throw pillows and a table just next to it. The door to the en suite was to the left of the bed, left open revealing the same color scheme inside.

"Kate, this room is beautiful. I really love the colors. You have quite exquisite taste." Caroline says, turning to face Kate with a smile.

"Really? You think so? I saw something similar in a magazine and liked the way it looked, so I used it as inspiration." She smiles as she takes a look around her room.

"Yes, it's quite…sexy, really." Caroline blushes faintly at her words as Kate returns her eyes to her, smiling coyly in return.

"Well, I'm glad you like it." She says as she takes a step closer to Caroline, reaching out and sliding her hand down Caroline's arm before taking her hand into her own. Caroline feels the heat wave ripple through her body, making the flutter in her stomach go wild.

"Umm, do you mind…could I…just use the loo really quick?" Caroline asks nervously, looking timidly into Kate's eyes.

"Of course." Kate replies, releasing Caroline's hand and gesturing to the en suite.

"Right, I'll just be a minute." Caroline turns and walks into the bathroom, closing the door behind her.

She stands before the sink, looking at herself in the mirror. Her nerves are working in overdrive but so is her desire for Kate. She had always found Kate to be quite pretty, even on their first encounter, but their now close relationship made Caroline's attraction grow stronger. Her recent discoveries of Kate as a smart, kind, gentle, funny woman, coupled with her very appealing exterior had Caroline feeling much more than a desire for friendship.

She paces a few times across the floor, willing herself to calm down. Her body wants Kate, needs her at this point, but her mind keeps flooding her with fear, all the 'what ifs' of the situation.

 _What if I'm not good enough? What if I can't please her? What if she doesn't like my body? What if…..shit, get ahold of yourself! You can do this Caroline, you want it and so does she._

She crosses back to the mirror and turns on the water in the sink, splashing her face liberally as she regains composure. As she crosses to the door to go back into the room she suddenly stops, deciding to discard her dress before returning to Kate in her bra and panties.

She opens the door quietly, timidly stepping back into the room, and her mouth falls open in awe as her eyes fall on Kate. Kate is standing next to the bed, wearing nothing but her burgundy underwear, looking seductively to Caroline. Caroline stands speechless, eyes roaming hungrily over Kate's body. The tingle between her legs instantly grows to a soft throb at the mere sight of Kate's exquisite form.

Her skin is perfectly smooth, covering lean muscles underneath. She reminds Caroline of a dancer- long, lean and strong, yet unmistakably feminine. Her breasts are perfect and full, just as Caroline had imagined; which she had done more times than she would ever admit. Her hips are deliciously curvy, despite her thin frame.

"Kate…you are absolutely beautiful." Caroline says in awe.

Her own self-consciousness creeps back in and she shyly moves her arms across her body, clasping her hands tightly before her in an attempt to hide her stomach. It's her least favorite part of her body, since having the boys. She had always been naturally very thin in her youth, only filling out more after the birth of her sons. Her stomach is still flat, but bears a few stretch marks that she's never gotten used to; her hips now much fuller than they used to be. She sees all of these things as faults, her natural instinct to hide them.

Kate sees Caroline's discomfort and approaches her, gently taking her hands to unclasp them and placing Caroline's arms at her sides.

"Caroline, you don't have to hide. You have no idea how truly stunning you are." She smiles warmly at Caroline, her tender brown eyes offering reassurance in their gaze. Caroline smiles shyly, blinking hard to ward off the tears from her eyes. Kate always seems to understand her and always knows exactly what to say.

"Kiss me Kate," come the words from her mouth, without her brain ever processing them.

Kate smiles seductively, stepping in to Caroline's body, snaking her arms around her waist, pulling her in so close she can feel her breath on her lips and Kate's warm breasts against her, then holding her there, not kissing her, letting the desire build.

"Caroline, open your eyes." Kate whispers huskily, her hot breath driving Caroline wild. She opens her eyes slowly, registering Kate's eyes before her. She watches Kate just centimeters from her face, her heart at a full gallop. Kate tilts her head to the side, never closing her eyes, and then slowly leans in, finally making contact with Caroline's lips. They finally close their eyes as the kiss quickly deepens, their tongues now eagerly exploring each other's mouths. Caroline lifts her arms, taking Kate's face into her hands then running her fingers back into her thick hair.

The heat between them builds quickly, coaxing a flow of wetness from their core. Kate slides her hands softly up Caroline's back, relishing the journey to her bra. She deftly unhooks it, causing Caroline to gasp as she pulls it down her arms, casting it to the floor. Kate's hands move leisurely back up Caroline's hips, her mind making note of every smooth curve as she goes. Her right hand comes to rest on Caroline's breast, her fingers taking up soft work on a pert nipple, coaxing another soft moan from Caroline. They kiss passionately until they each run out of air, finally pulling away breathless and highly aroused.

Kate pulls back slightly, looking down Caroline's body to take in a view of her now naked, perfect breasts. She smiles then lifts her head to Caroline, leaning in to kiss her gently.

"My god, you are magnificent." She says, Caroline smiles and bites her bottom lip, the scene making Kate moan with desire.

She leans in, placing soft nibbles and wet kisses along Caroline's neck, moving down to her collarbone. Caroline's moans of pleasure grow more frequent with each kiss, her eyes closing as she enjoys the sensations. Kate lifts her head, taking Caroline's mouth once more, biting and teasing her bottom lip. She begins to turn slowly, guiding Caroline by the hips, moving her closer to the bed. She guides her gently to lie down, crawling up her body as Caroline scoots further onto the bed.

Once on top of Caroline, Kate begins trailing kisses, exploring every inch of Caroline's smooth freckled body. She works from her lips, down her neck, across to her ear, biting the lobe before swirling her tongue up the side, causing Caroline to shiver.

"Oh god," she moans as Kate moves her kisses lower, taking each nipple in her mouth, gently sucking and flicking them until they rise.

Kate moves her attentions lower still, kissing a soft trail down Caroline's stomach to her belly button, and then venturing off to each hip with a soft nibble. Caroline writhes underneath her, the vibrations of pleasure overwhelming her senses, cajoling soft moans and sighs from her mouth.

As Kate kisses a trail along the hem of Caroline's underwear she slips her hands underneath them at her hips, pulling them down slowly.

"Lift up," she gently commands, Caroline obliging, Kate rising up to pull the underwear down Caroline's legs then tossing them off to the side. She looks up to Caroline with a gentle smile.

"You ok?" She asks tenderly.

"Mmm, please don't stop." Caroline purrs huskily, her desire finally winning out over her nerves. Kate smiles in amusement and crawls her way back up Caroline's body, kissing a few especially sensitive spots as she goes, enjoying the moans and twitches the kisses elicit from Caroline.

Once she reaches Caroline's face, she slips over and lays beside her, kissing her passionately as she does, running her nails softly up Caroline's stomach.

"God Kate, you are driving me wild." Caroline rasps between moans, goosebumps rising along the wake of Kate's touch.

"Mmm, good." Kate turns her hand, running it back slowly down Caroline's stomach. Caroline gasps as Kate reaches her curls, only pausing for a moment before moving into the wetness between her legs.

"Oh my god," Caroline mumbles, her voice thick and low with desire, as Kate's fingers begin their slow stimulation. Her left hand grips the duvet underneath her and her right arm is pinned under Kate, gripping her shoulder blade tightly. Her eyes are closed as she savors the sensations, as she unconsciously bites her bottom lip. Kate watches her in reverence, slowly increasing the pace and pressure of her movements over Caroline's clit.

Kate adjusts herself as she lies next to Caroline, causing Caroline to open her eyes. Kate smiles seductively and leans in, placing another hot kiss to Caroline's mouth. She breaks away and leans forward, sucking first gently, then harder on Caroline's nipple. A loud sexy moan escapes Caroline's lips and her hand flies up to Kate's head, her fingers weaving in to dark smooth tresses. Kate moans with desire, the humming sensation over Caroline's nipple sending an electric jolt through her body, her chest rising higher into Kate in response.

Kate dips her fingers lower and slips one inside, stroking in and out once before adding another. Caroline's grip tightens in Kate's hair and her hips dig deep into the bed.

"Shiiiit," she whispers through clenched teeth, the sensations spreading all throughout her body. Kate slowly continues her thrusting, going slightly deeper with each stroke.

Caroline feels like her senses are heightened to a level she's never felt before. She can feel Kate's fingers and every little movement they make, everywhere across her body. The amount of pleasure she feels is more than she can ever remember feeling before and the thought that Kate is the one who is giving it to her brings her even more close to the edge.

Suddenly the sensation of Kate's fingers disappears and the shift of her body makes Caroline open her eyes. She sees Kate above her, her wide sexy smile shining back to her.

"Caroline, let me take care of you." She whispers, leaning down to kiss a soft trail between Caroline's breasts. Her trail of kisses moves lower as her eyes stay fixed on Caroline's.

When Caroline finally realizes Kate's plan, her heart begins to flutter. The mere thought of the sure-to-be overwhelming pleasure and release Kate can give her sends a shiver down her spine, but excites her even more. She had never let anyone have her in this way, but she knew she wanted Kate to be the one. She bites her bottom lip in a mixture of nerves and desire as Kate moves between her legs, gently pushing them apart.

Kate looks up to Caroline, hesitating a moment, to question Caroline with her eyes. Caroline only nods consent, too aroused to speak. Kate moves slowly down the inside of Caroline's right leg, rotating between soft kisses and long swipes with her tongue. When she reaches Caroline's knee, she slips her arms underneath Caroline's legs, pulling her in closer by the hips. She continues kissing and licking her way up Caroline's thigh, stopping for a split second before placing her open mouth on Caroline's sex. Caroline gasps loudly and holds her breath, her hands gripping the duvet beneath her.

Kate's tongue slips softly into Caroline's wetness, the scent and taste of Caroline flooding Kate's body with desire, a fresh flow of wetness pooling between her legs. She starts out slowly, easing Caroline into the sensations, feeling her body rigid against her.

"Caroline, relax…and breathe." She cajoles, pulling away for a moment to speak. Caroline releases her breath and nods and Kate feels her body relax above her arms. She leans forward and starts again, tracing her tongue softly around Caroline's clit, flicking gently every few strokes.

She can hear Caroline's moans of pleasure increasing and growing louder as she moves, her hips now faintly gyrating toward Kate's mouth. She increases the tempo and pressure of her tongue, extending her strokes with each pass. Caroline's gyrations grow more rapid and erratic, her breath growing ragged around the edges. Kate can tell she is near release and she takes in her clit, sucking hard.

"Fuck," Caroline growls in a long low tone, her hands flying up to grip Kate's head. Kate continues licking and moves her hand up, slipping two fingers quickly inside. She thrusts twice before Caroline's legs involuntarily tighten around her head, her hips digging deep into the bed.

"Oh Christ, I'm coming!" Caroline yells as the overwhelming orgasm takes hold of her body. She feels it first between her legs then it shoots out in every direction, ripples of heat moving from her toes to the top of her head. Her body starts to shake and Kate slips out her fingers, slowing her tongue to a stop before finally pulling away.

She wipes her face discreetly and then crawls up next to Caroline, scooping her up into her arms. Caroline breathes heavily into Kate's neck, her body coming down from the high. Kate feathers soft kisses across Caroline's soft blonde hair, patiently waiting for Caroline to come back to her. She feels a hot liquid on her shoulder and gently lifts Caroline's head to discover that she is silently crying.

"Caroline, what's wrong? Are you ok? I didn't hurt you did I?" worry apparent in her voice as she wipes the tears from Caroline's cheek. Caroline shakes her head, a soft smile spreading across her lips.

"No, I'm fine. It's just, that was just…cathartic, really. I have never experienced anything like...that powerful…before. Kate, you are…incredible." She leans forward and kisses her softly, pulling away to look lovingly into Kate's beautiful brown eyes.

"And you are delicious." Kate smiles with a wink before kissing Caroline once more, squeezing her gently against her.

Caroline begins to kiss Kate's neck, moving from the side across to the hollow of her collarbone. Kate moans and her body relaxes as she relishes the feel of Caroline's mouth against her skin. Caroline rises up and gently pushes Kate onto her back, crawling above her as she continues kissing.

Kate moans and laughs softly, becoming even more aroused at Caroline's sudden turning of the tables. Caroline kisses down between Kate's breasts, cupping each one in her hand as she trails her tongue across, slowly, to each nipple. She circles each with her tongue, before sucking hard and pulling away with a soft bite. Kate twitches at the contact, wincing slightly in desire and pain, biting her bottom lip as she does.

Caroline returns to her path down Kate's body, kissing a wet trail down her taut stomach. She reaches the top of Kate's underwear and stops, lifting her head to look at Kate. Kate contracts her stomach and looks down her body, meeting Caroline's gaze. She can see the look of hesitation in her eyes.

"Kate…I want to please you, but I'm…" she stops, her nerves causing her throat to clench.

"Caroline, I want you so badly and I know you can please me. Just do what you feel comfortable with, and I can guide you, if you want." She softens her gaze and smiles, her kind words boosting Caroline's confidence. Caroline nods and slips her hands into the sides of Kate's underwear, pulling them off as Kate raises her hips to give her room.

She moves between Kate's legs, kissing slowly along the inside of her thighs. When she reaches the hollow at Kate's hip, she pulls away slightly, admiring Kate's beautiful body. She leans in slowly, hypnotized by Kate's smell, and gently places her mouth over Kate's core. She moves her tongue into the wetness, timidly at first, her confidence growing quickly as Kate's body responds, her hips rocking softly against her.

"Mmmm, Caroline that feels amazing. It won't take much." Kate sighs as Caroline begins to lick long strokes across her clit. The taste of Kate is inebriating and Caroline quickly finds herself consumed by desire, her nerves moving quickly from her brain. She rotates between firm licks and flicks across Kate's clit, each pass coaxing a long, deep moan from Kate.

When Kate's hands fly up to her head, wrapping her fingers tightly into blonde tresses, Caroline grabs Kate's thighs hard, pulling her center further into her mouth. Kate jerks her hips in delight, her grip tightening in Caroline's hair.

"Oh god Caroline…I'm going to come!" She pants, her last words transforming into a long growl. Caroline continues her work until she feels Kate go limp in her arms. She stops her movements and pulls away, wiping her face with her hand. She crawls up to Kate, who rolls onto her side, taking Caroline's lips in for a hungry kiss.

"Caroline, you are absolutely amazing." Kate says as she pulls away, running her fingers through Caroline's now disheveled hair. Caroline smiles shyly in return.

"Well, I'm sure I need practice. I just want you to feel as good as you just made me feel." She says, barely above a whisper.

Kate grabs Caroline's hip and pulls her body closer as she wiggles herself across until their breasts are touching.

"You make me feel wonderful, Caroline. Never question that, ok? You are what I want, you are all I need." Her gaze is soft but firm, conveying the sincerity of her words. Caroline smiles and kisses her passionately, before pulling away and brushing a hair from Kate's face, resting her hand gently on Kate's cheek.

"How did I get so lucky to find you? I've waited my whole life for something like this." Her bright blue eyes locked on Kate.

"I'm the lucky one. You, Caroline are magnificent." Kate leans forward and kisses Caroline's nose, wrapping her arm tighter around Caroline's body.

They lie quietly for a long while, lost in the closeness of their bodies and the tender gaze in each other's eyes. Kate drifts off to sleep and Caroline lies watching her, a small smile crossing her lips. She never expected their relationship to take this turn, those 5 or so months ago, but she's more than happy that it just did. She closes her eyes and nods off to sleep, wrapped in the arms of Kate, thinking to herself that there's no place she'd rather be.


	3. Chapter 3

Caroline is awakened by the sensation of a warm wetness on her breast. She opens her eyes to see Kate diligently tracing her right nipple with her tongue, her left hand working gently at her other breast. She lies still and tries to remain quiet, watching the dark beauty above her, fighting the overwhelming urge to moan. The amount of desire that Kate can arouse in her body with a small look, kiss or touch is foreign to her. She's never felt so much sexual energy or attraction with anyone before and she finds it so intriguing, so sexy, yet a little frightening.

Caroline had almost always found sex at least somewhat enjoyable (thought less often more recently with John), but had never in her life experienced something as mind-blowing as what she had just shared with Kate. In just this one experience she had learned that she was a slave to her desire when Kate was involved. This woman could pull such erotic words and actions from her body that she had never even known were hidden deep within. Normally such openly sexual gestures would have caused Caroline to blush and hide, but with Kate, she only wanted more.

The pleasure of Kate's indulgent licks and nibbles finally overwhelmed Caroline and a soft moan broke its way from her mouth. Kate paused in her work, looking up to meet Caroline's gaze, a shy smile crossing her deliciously full lips.

"Sorry, did I wake you? I couldn't resist, you are just too delectable." Kate murmurs, her smile growing wider by the second. Caroline bites her bottom lip sexily then sits up, Kate rising up to greet her.

"Mmm Kate, what you do to me." Caroline purrs in return before pulling Kate in for a passionate kiss. She thrusts her tongue hungrily into Kate's mouth, taking control of the kiss as their desire builds. Her hands roam over Kate's torso, nails grazing across the most sensitive areas she had taken mental notes of before.

When she reaches the particularly ticklish spot right under Kate's left breast, Kate wiggles wildly, then pushes Caroline down onto the bed, straddling her waist and pinning her arms above her head with a devilish laugh and grin to match. Caroline giggles as she tries to break free, eventually giving in, finding herself more turned on by Kate's unexpected strength.

"My, Ms. McKenzie, what strong arms you have." She teases as she bucks her hips up into Kate's now wet center.

"Yes ma'am, so you better behave or I'll hold you down the entire time." Kate replies with a wink, Caroline moaning involuntarily at the thought. Kate bends down and slowly begins planting a trail of feather light kisses down Caroline's neck and across her collarbone.

Again Caroline feels herself completely surrendering to Kate's touch, her body craving whatever Kate will give her. Her moans and sighs of pleasure grow louder as Kate's warm lips again come to rest on her breasts. She lingers there for a while, licking and teasing pink buds as they rise to meet her caress. Caroline watches intently, her eyes desiring constant contact with Kate. Kate finally looks up to meet Caroline's hungry gaze and she smiles, seeing the arousal that has transformed her eyes into a darker, more intoxicating shade of blue.

"Roll over Caroline. I want to kiss every inch of you." Kate commands kindly as she slides off of Caroline, giving her room to switch positions.

Caroline's mind hesitates for a second, but her body moves in an instant. Once Caroline rolls onto her stomach Kate repositions herself, straddling across the back of Caroline's right thigh to ensure her own amount of pleasure. Kate's wetness on her thigh sends goosebumps down Caroline's back. It's another thing she would have normally felt uncomfortable with, but with Kate it's so erotic and thrilling.

Kate starts her slow exploration of Caroline's body, first with her hands, then adding her lips as she moves. She kisses wet trails down Caroline's back, her fingernails moving softly behind them. Her hands move to Caroline's ass, cupping it firmly then squeezing gently. Caroline moans and relaxes further into the bed with the intimate massage. Kate slides her body down Caroline's leg slowly, enjoying the friction on her center, before moving off between Caroline's legs.

"Kate, that feels amazing." Caroline moans as Kate continues massaging her ass, placing soft kisses on each cheek. Kate releases her grip and sits up on her knees, the loss of contact making Caroline lift up to look over her shoulder.

"Sit up on your knees Caroline and lean into me." Caroline follows Kate's command immediately. She's more used to taking control in the bedroom, knowing it was the only way she'd get any pleasure with John. She recognized earlier on the couch, however, that it would be different with Kate. Kate knew how to please her and made it obvious that she enjoyed it as much as receiving pleasure herself. This was a revelation to Caroline, one that excited her beyond belief and made her that much more eager to give Kate the same amount of pleasure in return.

Caroline positioned herself on her knees and leaned back into Kate's body, grabbing Kate's thighs for support. The strong muscles of Kate's legs flexed under her hands as Kate slipped her arms around Caroline's body. The two women were now entwined Kate's front fitting perfectly into every curve of Caroline's back.

Kate slowly ran her hands up Caroline's stomach, coaxing a shudder of delight from the beautiful blonde before her. Caroline's head tilted to the side in pleasure as she sighed into Kate's caress.

"God, you are so sexy. I could hold you like this for hours." Kate whispers seductively into Caroline's ear, taking her earlobe into a tender biting kiss.

"You'd get no objection from me." Caroline purred in response.

Kate's hands move to Caroline's breasts and start their tender massage. Caroline reaches around and grabs Kate's ass, pulling her hips closer into her body. Kate moans in delight and bites Caroline's neck softly, closing lips over teeth to transform the contact into a hot kiss.

Her languid kisses continue along Caroline's neck and shoulder as her right hand begins to trail slowly down Caroline's stomach, her left still massaging Caroline's left breast. Caroline gasps as Kate's fingers slide through her curls and slip quickly between her folds.

"God, you feel amazing." Kate whispers between kisses as she quickens the pace of her fingers. Caroline leans back, moving her left hand to Kate's thigh, her right hand behind Kate's head. She turns her torso and captures Kate's lips in a hot, devouring kiss.

" _You_ make me feel amazing." Caroline gasps as she breaks the kiss, catching her breath before returning to Kate's mouth again. Kate's fingers continue their long swift strokes along Caroline's clit, Caroline now moaning loudly into Kate's mouth as their kiss grows hungrier still. Caroline's body begins to tremble as she climbs dangerously close to the edge. Kate quickens her strokes and increases the pressure of their contact. Caroline breaks away panting.

"Oh, fuck." Caroline screams as the final release washes over her, her body trembling until it goes limp in Kate's arms. Kate holds her tightly, kissing her neck tenderly as she regains her senses. She eases Caroline onto the bed, laying her on her side and then spooning in behind her.

Caroline's breathing returns to normal and she rolls over onto her back, basking in the warm calm that has settled into her body. She smiles at Kate and leans in to place a tender kiss on her nose then lays back and begins to play with Kate's fingers that are laid leisurely across her stomach. They lay for a while in silence, just enjoying the closeness of their bodies.

"Kate, I'm so happy." Caroline finally says, her warm smile and gentle eyes conveying her sincerity.

"So am I Caroline. Truly, madly, deeply…happy." Kate replies as she laces her fingers into Caroline's, smiling in return.

"So, did you really tell John about us then?" Kate inquires, smiling at the thought.

"Well, I told him I was seeing someone. I didn't say who…or that it was a woman." The uneasy tone in her voice on the last few words doesn't go unnoticed by Kate. Caroline looks into her eyes and can see the slight disappointment there. She rolls onto her side to face Kate, taking her cheek into her hand.

"Kate, I will tell him and the boys, and my mother. I just need some time to figure this out. It's all new to me…well, it will be new to them, so I have to tell them properly. As I said before, I really want to try this…us, but I know telling my family isn't going to be easy. I've been hiding this for most of my life. I hope you can understand that and that you can be patient with me." She looks into Kate's eyes, desperately hoping to see her approval.

"I know Caroline, and I understand. I can be patient and you don't have to do this alone. I can be with you if you need me, you only have to ask." She takes Caroline's hand and places a tender kiss in her palm before taking it into her own and laying it on the bed between them.

"Kate, you are wonderful, you know that?" Caroline muses as she leans forward and kisses Kate passionately, quieting any response she may have had.

She moves her kisses down Kate's neck and gently nudges her to roll onto her back. She kisses and licks a line down her taut stomach, not hesitating to reach her final destination. She slides between Kate's legs, her mouth moving like a moth to a flame, straight to Kate's core.

"Holy shit!" Kate cries as Caroline's tongue plunges between her folds. Caroline works hungrily at Kate's center, once again intoxicated by Kate's scent and taste. Kate begins her unconscious gyrations into Caroline's mouth as she quickly climbs to her release.

Caroline shifts her body and slips two fingers deep inside of Kate, sucking hard on her clit as she does. She continues her deep hard thrusts as Kate's hands fly in response to her head, tangling them almost roughly into her blonde hair.

"Oh fuck Caroline, I'm coming." Kate mewls as her orgasm pours from her body. Caroline licks and thrusts her fingers feverishly inside Kate as her body is taken over by strong tremors beneath her. As the tremors die down she slows her movements, until coming to a stop and pulling out of Kate.

She crawls up beside her, wrapping her arm tightly around Kate's body, kissing her cheek gently as she comes down.

"I think that one was better, don't you?" Caroline asks, smiling onto Kate's cheek. Kate laughs heartily in return, turning her head to place a quick kiss on Caroline's lips.

"Umm, that was fucking marvelous." Kate finally responds, running her hand down Caroline's arm.

"Well, I hate to love you and leave you, but it's getting late and I really ought to get home. John is no doubt wondering where I am, and I need to make sure the boys have done their homework. We will most definitely do this lesson again though Ms. McKenzie, unless of course, you have objections." Caroline smiles coyly, shaking her arm teasingly as she holds Kate's middle.

"Oh, absolutely Dr. Elliott. I think we should revisit this lesson as often as possible. We need to keep our minds and bodies sharp." Kate replies with a wink.

Caroline leans over and kisses her again, her hands moving to Kate's breast as Kate's hands move into Caroline's hair. Caroline reluctantly pulls away with a groan and proceeds to get up and get dressed. Kate gets up from the bed and retrieves her robe from the en suite, putting it on and then watching Caroline as she finishes dressing.

They head back downstairs and Kate helps Caroline into her coat at the door. She collects her purse and pulls out her keys before Kate opens the door to bid her farewell.

"Kate, this was wonderful. Honestly the best, umm…you know, of my life." Caroline blushes and lowers her eyes to the exposed skin between Kate's breasts.

"The best what, Caroline?" Kate teases as she stands holding the door.

"Sex…this was the best sex I've ever had Kate, I'm serious." Caroline raises her eyes to meet Kate's amused gaze, biting her bottom lip in embarrassment.

"Well, it was the best I've had too. I am looking forward to our next lesson." The warmth and love in her eyes is obvious and Caroline knows instantly that she's serious.

"Good night Kate and thank you for the incredible evening. Sleep well." She steps in and kisses Kate, running her index finger down between the opening in her robe.

"Good night Caroline, and sleep well." Kate says as she waves Caroline goodbye. She stands in the doorway until Caroline drives off, then steps in the house, leaning against the door as she closes it.

 _Well, Caroline Elliott, you've got my heart. You are definitely more than magnificent._


End file.
